<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED AUGUST 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-10261
VIVRA INCORPORATED
DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 94-3096645
400 PRIMROSE, #200
BURLINGAME, CALIFORNIA 94010
415-348-8200
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
--- ---
The number of shares outstanding of each of the issuer's classes of common stock
as of August 31, 1995 was: 24,333,314
This document contains 13 pages and the Exhibit Index is on Page 12.
Page 1 of 13
<PAGE> 2
VIVRA INCORPORATED
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
- ------------------------------------------ ----
<S> <C> <C>
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of
August 31, 1995 and November 30, 1994 3
Condensed Consolidated Statements of Earnings for the
Three and Nine Months Ended August 31, 1995 and
August 31, 1994 4
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended August 31, 1995 and August 31, 1994 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition 7
PART II. OTHER INFORMATION
- ------------------------------------------
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
Exhibit Index 12
Exhibit 11 Computation of Earnings Per Share 13
</TABLE>
Page 2 of 13
<PAGE> 3
VIVRA INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
August 31, Nov. 30,
1995 1994
--------------- --------------
(Note A)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 82,836 $ 79,509
Short-term investments (Note B) 20,224 -
Accounts receivable, less allowance for doubtful accounts
(8/31/95 - $13,154 and 11/30/94 - $10,321) 54,074 51,353
Prepaid expenses and other current assets 9,783 7,348
Deferred income taxes 13,580 10,674
---------- ----------
Total Current Assets 180,497 148,884
NON-CURRENT ASSETS
Marketable non-current investments (Note B) 29,489 -
Property, buildings and equipment -- at cost less allowances for
depreciation (8/31/95 - $48,951 and 11/30/94 - $43,273) 72,581 65,972
Other assets 7,647 5,335
Goodwill 90,805 55,816
---------- ----------
$ 381,019 $ 276,007
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 6,467 $ 9,833
Accrued payroll and related benefits 22,060 23,073
Other accrued expenses 9,035 10,466
Income taxes 1,149 1,769
Current maturities on long-term debt 1,354 6,499
---------- ----------
Total Current Liabilities 40,065 51,640
Long-term debt -- exclusive of current maturities 1,547 4,938
Deferred income taxes 9,151 6,184
Minority interest 257 1,391
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share; authorized 80.0 million
shares; issued 24.3 million shares in 1995 and 20.8 million in 1994 243 208
Additional paid-in capital 140,917 54,891
Retained earnings 185,646 156,755
Net unrealized gain on marketable securities,
less applicable income taxes 3,193 -
---------- ----------
Total Stockholders' Equity 329,999 211,854
---------- ----------
$ 381,019 $ 276,007
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 3 of 13
<PAGE> 4
VIVRA INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
August 31, August 31,
1995 1994 1995 1994
------------------------ -------------------------
<S> <C> <C> <C> <C>
REVENUES
Operating revenues $ 87,654 $ 73,887 $ 259,391 $ 207,026
Other income 2,113 505 6,317 1,264
--------- --------- ---------- ----------
Total Revenues 89,767 74,392 265,708 208,290
COSTS AND EXPENSES
Operating 59,936 48,296 174,941 135,683
General and administrative 9,745 10,246 35,038 27,593
Depreciation 2,732 2,570 7,790 7,332
Interest (principally on long-term debt) 25 146 317 423
--------- --------- ---------- ----------
Total Costs and Expenses 72,438 61,258 218,086 171,031
Earnings from continuing operations, before
minority interest and income taxes 17,329 13,134 47,622 37,259
Minority interest (208) (121) (394) (105)
--------- --------- ---------- ----------
Earnings from continuing operations, before income
taxes 17,121 13,013 47,228 37,154
Income taxes 6,712 5,335 18,431 15,233
--------- --------- ---------- ----------
Net earnings from continuing operations 10,409 7,678 28,797 21,921
Gain on sale of discontinued operations, less
applicable taxes - - - 697
--------- --------- ---------- ----------
NET EARNINGS $ 10,409 $ 7,678 $ 28,797 $ 22,618
========= ========= ========== ==========
EARNINGS PER SHARE:
Net earnings from continuing operations $ .43 $ .37 $ 1.25 $ 1.07
Gain on sale of discontinued operations - - - .03
--------- --------- ---------- ----------
Net earnings $ .43 $ .37 $ 1.25 $ 1.10
========= ========= ========== ==========
AVERAGE NUMBER OF COMMON SHARES 24,084 20,694 23,039 20,493
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 4 of 13
<PAGE> 5
VIVRA INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
August 31,
1995 1994
-----------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 28,797 $ 22,618
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 9,675 8,876
Gain on sale of discontinued operations - (1,229)
Loss (Gain) on sale of property and investments (4,161) 16
Other (4,017) (2,026)
Changes in assets and liabilities:
Accounts receivable (8,794) 736
Prepaid expenses and other current assets (3,213) (249)
Deferred income taxes (2,906) (2,482)
Accounts payable 1,043 897
Accrued payroll and related benefits (631) 4,518
Other accrued expenses (3,273) 270
Income taxes (760) 2,556
----------- -----------
Net cash flow from operations 11,760 34,501
FINANCING ACTIVITIES
Payments on long-term debt (6,098) (3,613)
Proceeds from common stock offering 59,593 -
Proceeds from exercise of stock options and related transactions 16,937 6,334
----------- -----------
Net cash flow from financing 70,432 2,721
INVESTING ACTIVITIES
Purchase of property, buildings and equipment (21,869) (13,011)
Purchase of marketable securities (42,798) -
Proceeds from sale of property, buildings and equipment 28,647 185
Proceeds from sale of discontinued operations - 6,238
Proceeds from investments in partnerships - 1,627
Minority interest investment - (1,500)
Payment for business acquisitions, net of cash acquired (42,845) (6,158)
----------- -----------
Net cash flow used in investing (78,865) (12,619)
----------- -----------
Net increase (decrease) in cash and cash equivalents 3,327 24,603
Beginning cash and cash equivalents 79,509 52,535
----------- -----------
Ending cash and cash equivalents $ 82,836 $ 77,138
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
Page 5 of 13
<PAGE> 6
VIVRA INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The condensed consolidated financial statements are unaudited pursuant to
the rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. In the opinion of
management, all adjustments necessary for a fair presentation of the
financial position, results of operations and cash flows for the periods
presented have been made and are of a normal recurring nature.
The condensed consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements and the
notes thereto included in the registrant's annual report on Form 10-K for
the year ended November 30, 1994.
The balance sheet at November 30, 1994 has been derived from the audited
financial statements at that date.
B. FINANCIAL INSTRUMENTS
Short-term investments consist of highly liquid investment grade securities
that mature between four and twelve months from the reporting date.
Marketable non-current investments consist of liquid investment grade
securities that mature between thirteen and thirty months from the
reporting date.
The Financial Accounting Standards Board ("FASB") issued Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities",
effective December 1, 1994. This statement revises the balance sheet
classification of investments in debt and equity securities and requires
that certain investments are to be valued at market value while other
investments are to be valued at cost. The Company's debt securities have
been categorized as Held-to-Maturity Securities, and are recorded at
amortized cost which approximates market. The Company's equity securities
have been categorized as Available-for-Sale Securities, and are recorded at
market value, with unrealized gains and losses net of income taxes,
reported as a separate component of Stockholders' Equity.
C. ACQUISITIONS
During the nine months ended August 31, 1995, the Company acquired twenty
dialysis centers. Total consideration paid was $56.3 million, consisting of
cash of $39.3 million and 547,773 shares of the Company's common stock,
which exceeded the fair market value of assets acquired by $42.4 million.
Also during the nine months ended August 31, 1995, the Company acquired
several physician practices and a network. Total cash consideration paid
was $3.9 million, which exceeded the fair market value of assets acquired
by $3.8 million.
The acquisition of three dialysis centers have been accounted for as
poolings of interest. Consolidated financial statements for the prior
periods to the exchanges have not been restated as the effect of the
poolings were not material to the Company. The remaining acquisitions have
been accounted for as purchases and, accordingly, have been included in the
statement of earnings since their dates of acquisition.
D. COMMON STOCK OFFERING
In February 1995, the Company issued two million shares of its common stock
in a public offering. The net proceeds from this offering were
approximately $59.6 million.
Page 6 of 13
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Three Months Ended August 31, 1995
As compared to the three months ended August 31, 1994, revenues increased $15.4
million, or 20.7%; costs and expenses $11.1 million, or 18.3%; and earnings from
continuing operations before taxes $4.1 million, or 31.6%. In total, net
earnings for the period increased $2.7 million, or 35.6%.
Of the increase in revenues, operating revenues increased $13.8 million, or
18.6%, to $87.6 million for the three months ended August 31, 1995. Revenues
from Specialty Services, 90.0% of which was from dialysis services, increased
$18.5 million to $84.5 million, or 28.1%. Revenues from Other Services decreased
$4.7 million to $3.1 million, a 60.3% decrease. The increase in Specialty
Services revenues was attributable to a 23.6% increase in the number of dialysis
treatments from 319,889 to 395,248 which resulted from the addition of 9 new
centers, and the addition of the asthma and allergy care business acquired on
November 30, 1994. The decrease in Other Services revenues is a direct result of
the sale of the Company's ambulatory surgery center and rehabilitation therapy
businesses in May and July 1995, respectively. Other income of $2.1 million,
included a gain of $2.0 million from the sale of the Company's rehabilitation
therapy business and $1.2 million related to interest earned on tax-free
marketable securities. The gain was offset by a $1.1 million valuation
adjustment related to the wind-down of the Company's physician practice
management business and the closure of one of its practices.
Of the increase in costs and expenses, operating costs increased $11.6 million,
or 24.1%, to $59.9 million for the three months ended August 31, 1995. Specialty
Services operating costs, of which dialysis represented 89.5%, increased $14.7
million to $57.7 million, or 34.3%, while operating costs of Other Services
decreased $3.1 million to $2.2 million, or 58.5%. Specialty Services operating
costs increased due to the increased volume of dialysis business, expenses
associated with the operation of newly developed dialysis centers, and the
addition of the asthma and allergy care business. Operating costs of Other
Services decreased as a result of the sale of the ambulatory surgery center and
rehabilitation therapy businesses. General and administrative expenses decreased
$501,000 to $9.7 million, or 4.9%. These expenses include $900,000 of
non-recurring items consisting of $650,000 for relocation and termination
arrangements and $250,000 for other charges.
Nine Months Ended August 31, 1995
As compared to the nine months ended August 31, 1994, revenues increased $57.4
million, or 27.6%; costs and expenses $47.1 million, or 27.5%; earnings from
continuing operations before taxes $10.1 million, or 27.1%; and net earnings
from continuing operations, $6.9 million, or 31.4%. During the period ended
August 31, 1994, the Company had a gain of $697,000, after applicable taxes, on
the sale of its home healthcare nursing business. In total, net earnings for the
period increased $6.2 million, or 27.3%.
Of the increase in revenues, operating revenues increased $52.4 million, or
25.3%, to $259.4 million for the nine months ended August 31, 1995. Revenues
from Specialty Services, 90.1% of which was from dialysis services, increased
$47.1 million, to $236.2 million, or 24.9%. Revenues from Other Services
increased $5.3 million to $23.2 million, a 29.1% increase. The increase in
Specialty Services revenues was attributable to a 17.3% increase in the number
of dialysis treatments from 935,070 to 1,097,030 which resulted from the
addition of 38 new centers, improved patient census, and the addition of the
asthma and allergy care business acquired on November 30, 1994. The increase in
Other Services revenues primarily reflects the growth of the rehabilitation
therapy business prior to the Company's sale of the business in July 1995. Other
income of $6.3 million, was comprised of a $2.2 million gain recorded in the
disposition of the Company's ambulatory surgery center business, a $2.0 million
gain from the sale of the Company's rehabilitation therapy business, and $3.2
million related to interest earned on tax-free marketable securities. The
rehabilitation therapy business gain was offset by a $1.1 million valuation
adjustment related to the wind-down of the Company's physician practice
management business and the closure of one of its practices.
Page 7 of 13
<PAGE> 8
Of the increase in costs and expenses, operating costs increased $39.3 million,
or 28.9%, to $174.9 million for the nine months ended August 31, 1995. Specialty
Services operating costs, of which dialysis represented 90.5%, increased $35.5
million to $159.3 million, or 28.6%, while operating costs of Other Services
increased $3.8 million to $15.6 million, or 33.4%. Specialty Services operating
costs increased due to the increased volume of dialysis business, expenses
associated with the operation of newly developed dialysis centers, the addition
of the asthma and allergy care business and growth in the diabetes management
business. Operating costs of Other Services increased as a result of the growth
of the ambulatory surgery center and rehabilitation therapy businesses prior to
the Company's sale of these businesses in May and July 1995, respectively.
General and administrative expenses increased $7.4 million to $35.0 million, or
21.2%. These expenses include $3.1 million of non-recurring items consisting of
a $1.1 million reserve taken for IDPN accounts receivable, $940,000 for
severance and compensation arrangements, $650,000 for relocation and termination
expenses and $450,000 for other charges. Furthermore, general and administrative
expenses increased as a result of the addition of the asthma and allergy care
business.
The effective tax rate for the period was 39.0% of earnings before income taxes,
compared to 41.0% a year earlier. This was due, in large part, to the Company's
cash assets being invested in tax-free marketable securities, which had the
effect of lowering the overall tax rate.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires capital primarily for the acquisition and development of
dialysis facilities, including the purchase of property, buildings and
equipment, as well as the acquisition and development of other businesses.
Capital and acquisition expenditures were $64.7 million and $19.2 million for
the nine months ended August 31, 1995 and 1994, respectively.
Cash flow from financing activities increased by $67.7 million to $70.4 million
at August 31, 1995. This increase was primarily the result of the Company's
February 16, 1995 public offering from which the Company received net proceeds
of $59.6 million.
Cash flow from operations was $11.8 million and $34.5 million for the nine
months ended August 31, 1995 and 1994, respectively. The Company's working
capital increased by $43.2 million to $140.4 million at August 31, 1995, from
$97.2 million at November 30, 1994.
For the remainder of fiscal 1995, the Company intends to continue to acquire
and develop new dialysis facilities. The Company is also evaluating acquisition
and development opportunities in other sectors of specialty health care
services. To the extent the Company is able to identify significant attractive
investment opportunities, such expenditures could exceed $85 million for fiscal
1995. The Company believes that cash generated from operations together with
available cash and the proceeds from its common stock public offering will be
adequate to meet the Company's planned expenditure, acquisition, development and
liquidity needs for fiscal 1995.
Page 8 of 13
<PAGE> 9
INFLATION AND CHANGES IN PRICES
On April 24, 1995, the Health Care Financing Administration ("HCFA") corrected
the government's interpretation of the amendment to the Medicare Secondary Payer
("MSP") End Stage Renal Disease ("ESRD") provision of the Social Security Act
contained in the Omnibus Reconciliation Act of 1993 ("OBRA 93").
The effect of this reinterpretation of the Law is to make Medicare the primary
payer in cases where a Medicare beneficiary is entitled to benefits on the basis
of either age or disability and ESRD and where the entitlement other than ESRD
precedes the ESRD diagnosis. Previously, a memorandum issued by HCFA indicated
that the MSP provisions would apply irrespective of whether the ESRD diagnosis
was before or after the Medicare entitlement other than ESRD.
On June 6, 1995, the United States District Court for the District of Columbia
issued a preliminary injunction precluding HCFA from implementing its
reinterpretation for services furnished between August 10, 1993 and April 24,
1995. In the event this preliminary injunction is not upheld, the Company may be
required to refund amounts paid by commercial payers and bill Medicare as the
primary payer for patients whose Medicare eligibility preceded their eligibility
due to ESRD.
Intradialytic Parenteral Nutrition ("IDPN") therapy is a nutritional supplement
administered during dialysis to patients suffering from nutritional
deficiencies. In early 1993, HCFA designated four durable medical equipment
regional carriers (the "DMERCs") to process reimbursement claims for IDPN
therapy. To date these DMERCs have established stringent medical policies for
reimbursement of IDPN therapy which has led to the denial of most claims. The
Company is currently appealing these denied claims. HCFA is currently reviewing
the DMERCs position with respect to medical policy and claims reimbursement. The
final outcome of this review is uncertain and may ultimately affect the number
of patients eligible to receive reimbursement for IDPN therapy. Patients
receiving IDPN therapy prior to the designation of the DMERCs are
"grandfathered" under the prior carrier's medical policies and continue to be
eligible for reimbursement. Based upon the continued uncertainty with respect to
reimbursement for services provided, the Company has limited administration of
this therapy to patients who have been "grandfathered" or have private
insurance.
Page 9 of 13
<PAGE> 10
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part 1, Item 3, of the Company's report on Form 10-K for the fiscal
year ended November 30, 1994.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of Stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
See Exhibit 11 on Page 13
Exhibit 27 - Financial Data Schedule
b) Reports on form 8-K
On August 16, 1995, the Company filed a report on Form 8-K with respect
to the Oakwood Kidney Center, P.C. and Wyandotte Kidney Center, P.C.
acquisitions. In addition, audited financial statements of a
substantial majority of the businesses acquired by the Company since
November 30, 1994 were included.
Page 10 of 13
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIVRA INCORPORATED
-----------------------------
(Registrant)
Date: October 12, 1995 /s/ LeAnne M. Zumwalt
----------------------------- -----------------------------
LeAnne M. Zumwalt
Executive Vice President and
Secretary / Treasurer
Page 11 of 13
<PAGE> 12
VIVRA INCORPORATED
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
----------- --------
11. Computation of Earnings Per Share 13
27. Financial Data Schedule
Page 12 of 13
<PAGE> 1
EXHIBIT 11
VIVRA INCORPORATED
COMPUTATION OF EARNINGS PER SHARE
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
August 31, August 31,
1995 1994 1995 1994
------------------------------- -------------------------------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 24,084 20,694 23,039 20,493
Stock options granted to employees, based on the
treasury-stock method using average market
price 333 * 461 * 460 * 522 *
-------- -------- --------- ---------
Total 24,417 21,155 23,499 21,015
Earnings:
Continuing operations $ 10,409 $ 7,678 $ 28.797 $ 21,921
Gain on sale of discontinued operations - - - 697
-------- -------- --------- ---------
Net earnings $ 10,409 $ 7,678 $ 28,797 $ 22,618
======== ======== ========= =========
Earnings per share:
Continuing operations $ .43 $ .37 $ 1.25 $ 1.07
Gain on sale of discontinued operations - - - .03
-------- -------- --------- ---------
Net earnings $ .43 $ .37 $ 1.25 $ 1.10
======== ======== ========= =========
Fully diluted:
Average shares outstanding 24,084 20,694 23,039 20,493
Stock options granted to employees, based on the
treasury-stock method using quarter end market
price, if higher than average market price 393 * 502 * 490 * 533 *
-------- -------- --------- ---------
Total 24,477 21,196 23,529 21,026
Earnings:
Continuing operations $ 10,409 $ 7,678 $ 28,797 $ 21,921
Gain on sale of discontinued operations - - - 697
-------- -------- --------- ---------
Net earnings $ 10,409 $ 7,678 $ 28,797 $ 22,618
======== ======== ========= =========
Earnings per share:
Continuing operations $ .43 $ .37 $ 1.25 $ 1.07
Gain on sale of discontinued operations - - - .03
-------- -------- --------- ---------
Net earnings $ .43 $ .37 $ 1.25 $ 1.10
======== ======== ========= =========
</TABLE>
- ---------------
* As the dilutive Common Stock equivalents are less than 3% of the weighted
average outstanding shares, they have not been included in the computation
of earnings per share as shown in the Condensed Consolidated Financial
Statements.
Page 13 of 13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> AUG-31-1995
<CASH> 82,836
<SECURITIES> 20,224
<RECEIVABLES> 67,228
<ALLOWANCES> 13,154
<INVENTORY> 0
<CURRENT-ASSETS> 180,497
<PP&E> 121,532
<DEPRECIATION> 48,951
<TOTAL-ASSETS> 381,019
<CURRENT-LIABILITIES> 40,065
<BONDS> 1,547
<COMMON> 243
0
0
<OTHER-SE> 329,756
<TOTAL-LIABILITY-AND-EQUITY> 381,019
<SALES> 259,391
<TOTAL-REVENUES> 265,708
<CGS> 174,941
<TOTAL-COSTS> 174,941
<OTHER-EXPENSES> 42,828
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 317
<INCOME-PRETAX> 47,622
<INCOME-TAX> 18,431
<INCOME-CONTINUING> 28,797
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 28,797
<EPS-PRIMARY> 1.25
<EPS-DILUTED> 1.25
</TABLE>
